SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2000 Goddard Industries, Inc. (Exact Name of Registrant as Specified in Its Charter) Massachusetts 0-2052 04-2268165 (State or Other (Commission (I.R.S. Employer Jurisdiction File Number) Identification No.) of Incorporation) 705 Plantation Street, Worcester, Massachusetts 01605 (Address of Principal Executive Offices) (Zip Code) (508) 852- 2435 Registrant's telephone number, including area code (Former Name or Former Address, If Changed Since Last Report) The undersigned Registrant hereby amends its Current Report on Form 8-K filed on November 15, 2000 as follows: Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired. The following audited financial statements of Mack Valves Pty Ltd ("Mack Valves"), together with the report thereon by Stockford Limited (formerly McBAIN & Co.), appear as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference: Balance Sheet as at June 30, 2000 and 1999 Profit and Loss Account for the year ended June 30, 2000 and 1999 Statement of Cash Flows for the year ended June 30, 2000 and 1999 Notes to the Financial Statements The historical financial statements of Mack Valves included herein have been prepared in accordance with generally accepted accounting principles in Australia ("Australian GAAP"). The principal differences from US GAAP are: (i) Australian GAAP allowed for revaluation of freehold land and buildings (freehold land and building assets were not purchased by Registrant), (ii) Australian presentation of Profit and Loss Accounts (Income Statement) and Balance Sheet differ somewhat from the US in nomenclature, classification and subtotalling and (iii) Australian GAAP does not separately classify the current portion of lease debt or deferred tax balances. For purposes of US presentation, only, the auditors have included items above Operating Profit on the Profit and Loss Accounts. (b) Proforma Financial Information. The following unaudited consolidating proforma financial statements of the Registrant and Mack Valves appear as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference: Pro Forma Financial Information Unaudited Consolidating Proforma Balance Sheet as at September 30, 2000 and 1999 Unaudited Consolidating Proforma Statement of Income for the year ended September 30, 2000 and 1999 (c) Exhibits. Exhibit No. Description of Exhibit 1 Form of Sale of Business Agreement*+ 23.1 Consent of Stockford Limited (formerly McBAIN & Co.) 99.1 The following audited financial statements of Mack Valves together with the report thereon by Stockford Limited (formerly McBAIN & Co.): Balance Sheet as at June 30, 2000 and 1999 Profit and Loss Account for the year ended June 30, 2000 and 1999 Statement of Cash Flows for the year ended June 30, 2000 and 1999 Notes to the Financial Statements 99.2 The following unaudited consolidating proforma financial statements of the Registrant and Mack Valves: Proforma Financial Information Unaudited Consolidating Proforma Balance Sheet as of September 30, 2000 Unaudited Consolidating Proforma Statement of Income for the year ended September 30, 2000 * Confidential treatment requested for certain portions of this document. + Previously filed by the Registrant as part of the initial filing of this Current Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GODDARD INDUSTRIES, INC. Date: January 11, 2001 By:/s/Salvatore J. Vinciguerra Salvatore J. Vinciguerra, President EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the inclusion in Goddard Industries, Inc.'s Current Report on Form 8-K/A, of our Independent Audit Report to the Members dated August 31, 2000, on the financial statements of Mack Valves Pty Ltd, as of and for the years ended June 30, 2000 and 1999. January 10, 2001 By:/s/Stockford Limited Stockford Limited (formerly McBAIN & Co.) Melbourne, Australia MACK VALVES PTY LTD EXHIBIT 99.1 A.C.N 004 274 499 FINANCIAL REPORT FOR THE YEAR ENDED 30TH JUNE 2000 INDEPENDENT AUDIT REPORT TO THE MEMBERS Scope We have audited the financial report of Mack Valves Pty Ltd for the year ended 30th June, 2000 and 30th June 1999 comprising the Directors' Declaration, balance sheet, profit and loss account, statement of cash flows and notes to the financial report. The company's directors are responsible for the preparation and presentation of the accounts and the information they contain. We have conducted an independent audit of this report in order to express an opinion on it to members of the company. Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance as to whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion as to whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards, other mandatory professional reporting requirements in Australia and statutory requirements so as to present a view of the company which is consistent with our understanding of the company's financial position, the results of its operations and cash flows. The audit opinion expressed in this report has been formed on the above basis. Audit Opinion In our opinion, the financial report of Mack Valves Pty Ltd is in accordance with: (a) the Corporations Law, including: (i) giving a true and fair view of the company's financial position as at 30th June, 2000 and as at 30th June 1999 and of its performance for the years ended on those dates; and (ii) complying with Accounting Standards and the Corporations Regulations; and (b) other mandatory professional reporting requirements. /s/McBAIN & CO. D.W. Mc Ba in Pa rt ne r 31st August, 2000 MACK VALVES PTY LTD A.C.N 004 274 499 DIRECTORS' DECLARATION The directors of Mack Valves Pty Ltd declare that: 1. The financial statements, comprising the profit and loss statement, balance sheet, statement of cash flows and notes to the financial statements: (a) comply with accounting standards and the Corporations Law; and (b) give a true and fair view of the financial position of the company as at 30th June, 2000 and 30th June 1999 and performance for the years ended on those dates. 2. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. ......../s/ Max Chester.......... ....../s/ Jane Chester.......... Dated this 31st day of August, 2000 MACK VALVES PTY LTD ACN 004 274 499 BALANCE SHEET AS AT 30TH JUNE, 2000 Note 2000 1999 A$ A$ CURRENT ASSETS Cash 7 135,168 206,251 Receivables 8 1,486,097 817,328 Inventories 9 1,625,548 1,731,736 Other 10 19,424 15,829 TOTAL CURRENT ASSETS 3,266,237 2,771,144 NON CURRENT ASSETS Property, Plant and Equipment 11 1,707,392 1,865,421 Other 12 281,432 259,274 TOTAL NON CURRENT ASSETS 1,988,824 2,124,695 TOTAL ASSETS 5,255,061 4,895,839 CURRENT LIABILITIES Creditors and Borrowings 13 712,835 466,054 Provisions 14 628,343 511,719 TOTAL CURRENT LIABILITIES 1,341,178 977,773 NON CURRENT LIABILITIES Creditors and Borrowings 15 42,271 227,452 Provisions 16 44,912 13,032 TOTAL NON CURRENT LIABILITIES 87,183 240,484 TOTAL LIABILITIES 1,428,361 1,218,257 NET ASSETS 3,826,700 3,677,582 SHAREHOLDERS' EQUITY Share Capital 17 1,061,244 1,061,244 Reserves 18 354,777 354,777 Retained Profits 2,410,679 2,261,561 TOTAL SHAREHOLDERS EQUITY 3,826,700 3,677,582 The accompanying notes form part of these accounts. MACK VALVES PTY LTD ACN 004 274 499 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE 2000 Note 2000 1999 A$ A$ Sales 6,973,415 7,052,970 Cost of Sales (4,053,916) (3,922,851) Gross Profit 2,919,499 3,130,119 Selling and Administrative Expenses 2,591.931 2,904,030 327,568 226,089 Other Income (Expense): Interest Expense - (5) Other Income 58,979 76,414 Total Other Income 58,979 76,409 Operating Profit 2 386,547 302,498 Income Tax attributable to Operating Profit 4 137,429 109,646 Operating Profit after Income Tax 249,118 192,852 Retained Profits at the beginning of the financial year 2,261,561 2,138,709 Total available for appropriation 2,510,679 2,331,561 Dividends provided for or paid 100,000 70,000 Retained Profits at the end of the financial year 2,410,679 2,261,561 The accompanying notes form part of these accounts. MACK VALVES PTY LTD ACN 004 274 499 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ CASH FLOW FROM OPERATING ACTIVITIES Receipts from customers 6,304,646 7,353,041 Payments to suppliers and employees( 6,100,259) (6,697,517) Sundry income 58,078 70,623 Interest received 13,545 9,129 Borrowing costs - ( 5) Income tax paid ( 68,282) ( 116,792) Net cash provided by operating activities (note 24b) 207,728 618,479 CASH FLOW FROM INVESTING ACTIVIITES Proceeds from sale of property, plant & equipment 28,500 33,430 Payment for property, plant and equipment ( 26,967) ( 291,027) Net cash provided by (used in) investing activities 1,533 ( 257,597) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from/(repayment of) borrowings: related party ( 120,000) 120,000 Repayment of leases ( 60,344) ( 31,889) Repayment of borrowings: bank - ( 175,705) Dividends paid ( 100,000) ( 70,000) Net cash provided by (used in) financing activities ( 280,344) ( 157,594) Net increase in cash held ( 71,083) 203,288 Cash at beginning of year 206,251 2,963 Cash at end of year (note 24a) 135,168 206,251 MACK VALVES PTY LTD A.C.N 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE, 2000 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This general purpose financial report has been prepared in accordance with Accounting Standards, other mandatory professional reporting requirements and the Corporations Law. Mack Valves Pty Ltd is classified as a small proprietary company under the Corporations Law. The report is prepared in accordance with the historical cost convention, except for certain assets which, as noted, are at valuation. Except where stated, the accounting policies adopted are consistent with those of the previous year. Comparative information is reclassified where appropriate to enhance comparability. (a) Income Tax The economic entity adopts the liability method of tax- effect accounting whereby the income tax expense shown in the profit and loss account is based on the operating profit before income tax adjusted for any permanent differences. Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of operating profit before income tax and taxable income are brought to account either as provision for deferred income tax or an asset described as future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable. Future income tax benefits are not brought to account unless realisation of the asset is assured beyond any reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation, and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. (b) Inventories Inventories are measured at the lower of cost and net realisable value. A standard costing system is employed which absorbs factory labour and overheads into the standard cost of finished goods and work in progress. MACK VALVES PTY LTD A.C.N 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE, 2000 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (c) Property, Plant and Equipment Property, plant and equipment are brought to account at cost or at independent or directors' valuation, less where applicable, any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. Assets are depreciated on a reducing balance or straight line basis over their estimated useful lives to the entity commencing from the time the asset is held ready for use. The depreciation rates used for plant and equipment are from 20 to 40% reducing balance and from 17 to 20% prime cost. Buildings are depreciated at 2% on a prime cost basis. (d) Employee Entitlements Provision is made for the company's liability for employee entitlements arising from services rendered by employees to balance date. Employee entitlements expected to be settled within one year have been measured at their nominal amount. Other employee entitlements payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements. (e) Cash For the purposes of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions, investments in money market instruments maturing within less than two months and net of bank overdrafts. MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ NOTE 2 : OPERATING REVENUE Sales Revenue 6,973,415 7,052,970 Other Revenue : Interest 13,545 9,129 Export Market Development Grant 23,271 34,704 Sale of scrap 26,583 30,419 Currency Exchange Variances 8,146 - - - Proceeds from sale of plant & equipment 28,500 33,430 Sundry income 78 - - - 7,073,538 7,160,652 NOTE 3: OPERATING PROFIT/LOSS Operating profit/loss before income tax is arrived at after crediting and charging the following specific items. (a) Charging As Expense : Borrowing costs: other persons - 5 Depreciation and amortization 170,433 195,920 Auditors remuneration: -audit 30,000 - - - -other services 5,500 2,600 Rent- operating leases 72,775 84,936 Net foreign exchange loss - - - - Provision for employee entitlements 27,200 18,500 Loss on sale of fixed assets - 2,019 (b) Charging As Income : Profit on sale of property, plant & equipment 13,938 29,101 MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ NOTE 4 : INCOME TAX EXPENSE The Prima facie tax payable on operating profit is reconciled to the income tax provided in the accounts as follows : Operating profit/(loss) before tax 386,547 302,498 Prima facie tax benefit on operating loss before income tax at 36% 139,157 108,899 Tax effect of permanent differences -disallowable expenses 3,708 2,727 -non-assessable income - - - (1,980) -underprovision for tax in prior year 79 - - - -recognition of future tax benefit previously expensed (22,069) - -devaluation of future tax benefit at 30th June 2000 due to change in tax rate from 36% to 34% 16,554 - - - Income Tax Expense Attributable To Operating Profit/Loss 137,429 109,646 NOTE 5 : REMUNERATION AND RETIREMENT BENEFITS (a) Directors' Remuneration Income paid or payable (includes management & consulting fees, fringe benefits and fringe benefits tax payable) to all Directors of each entity in the economic entity by the entities of which they are Directors and any related parties 476,557 560,094 Number of directors whose income from the company was within the following bands: $ 0,000 - $ 9,999 2 2 The names of parent entity Directors who have held office during the financial year are : Max Chester Jane Chester (b) Retirement And Superannuation Payments Amounts of a prescribed benefit given during the year by the parent entity or a related party to a Director or a prescribed superannuation fund in connection with the retirement from a prescribed office - - - - MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE, 2000 2000 1999 A$ A$ NOTE 6 : DIVIDENDS Dividends proposed or paid 100,000 70,000 Representing $18.85 per share (1999: $13.19), fully franked. NOTE 7 : CASH Cash At Bank 132,826 202,973 Cash On Hand 2,342 3,278 135,168 206,251 NOTE 8 : CURRENT ASSETS- RECEIVABLES Trade debtors 1,553,497 892,328 Other amounts receivable 7,600 - - - Less : provision for doubtful debts (75,000) (75,000) 1,486,097 817,328 $51,129 of the trade debtors are denominated in U.S. dollars. The largest customer comprises 18% of the sales for the year and approximately 20% of the trade debtors at 30th June, 2000. No other debtors are greater than 10% of receivables at 30th June, 2000. NOTE 9 : CURRENT ASSETS - INVENTORIES Finished goods 646,732 760,432 Work in progress 143,548 120,551 Raw materials and components 913,268 928,753 Provision for obsolescence (78,000) (78,000) 1,625,548 1,731,736 NOTE 10 : CURRENT ASSETS - OTHER Prepayments 19,424 15,829 19,424 15,829 MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ NOTE 11 : PROPERTY, PLANT & EQUIPMENT Freehold land and buildings: Land: at directors' valuation 1987 500,000 500,000 Buildings: at directors' valuation 1987 1,000,000 1,000,000 Buildings: at cost 4,474 4,474 Less accumulated depreciation (260,963) (240,873) 1,243,511 1,263,601 Plant and equipment: Motor vehicles at cost 342,477 396,728 Less accumulated depreciation (255,836) (262,390) 86,641 134,338 Plant at cost 1,553,100 1,550,436 Less accumulated depreciation (1,225,714) (1,130,936) 327,386 419,500 Furniture & Equipment at cost 50,144 50,144 Less accumulated depreciation (43,570) (41,707) 6,574 8,437 Office equipment at cost 224,461 200,159 Less accumulated depreciation (181,181) (160,614) 43,280 39,545 Total property, plant & equipment 1,707,392 1,865,421 NOTE 12 : NON-CURRENT ASSETS - OTHER Future income tax benefit 281,432 259,274 281,432 259,274 NOTE 13 : CURRENT LIABILITIES - CREDITORS & BORROWINGS Creditors and accruals: Denominated in Australian Dollars 467,718 305,710 Denominated in United States Dollars 79,936 - Owing to controlling entity 100,000 100,000 Lease liability 65,181 60,344 712,835 466,054 MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ NOTE 14 : CURRENT LIABILITIES - PROVISIONS Provision for income tax 139,055 47,751 Provision for annual leave 181,200 168,000 Provision for long service leave 247,088 264,968 Provision for warranty 20,000 20,000 Other provisions 41,000 11,000 628,343 511,719 NOTE 15 : NON-CURRENT LIABILITIES - BORROWINGS Amount due to parent entity - - - 120,000 Lease liabilities 42,271 107,452 42,271 227,452 NOTE 16 : NON-CURRENT LIABILITIES - PROVISIONS Long service leave 44,912 13,032 44,912 13,032 Aggregate employee entitlement liability 473,200 446,000 NOTE 17 : SHARE CAPITAL Issued and paid up 530,622 (1999: 530,622) ordinary shares, fully paid 1,061,244 1,061,244 MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ NOTE 18a : RESERVES General reserve 140,000 140,000 Asset revaluation reserve 214,777 214,777 354,777 354,777 There have been no movements in reserves during the period. NOTE 18b : EARNINGS PER SHARE Earnings per ordinary share 46.95 36.34 NOTE 19 : CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES There were no material capital commitments nor contingent liabilities as at 30th June, 2000. NOTE 20 : EVENTS SUBSEQUENT TO BALANCE DATE There were no material events that occurred after the balance date that have a significant effect on the results and financial position of the entity as at 30th June, 2000. NOTE 21 : SEGMENTAL REPORTING The principal activity of the company is the manufacture of valves. The company operates predominantly in Australia. MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ NOTE 22: LEASE COMMITMENTS Operating leases: motor vehicles Due within one year 26,096 17,293 Due within one to two years 21,041 17,293 Due two to five years 6,606 12,238 Due after five years - - 53,743 46,824 Operating leases: premises Due within one year 57,770 57,310 Due within one to two years 52,770 57,310 Due two to five years 48,965 100,547 Due after five years - - 159,505 215,167 Capitalized finance leases: plant & equipment Due within one year 70,828 71,354 Due within one to two years 38,352 71,354 Due two to five years 5,384 43,999 Due after five years - - 114,564 186,707 less future finance charges (5,235) (18,912) Liability as per balance sheet 109,329 167,795 Leased plant and equipment 243,804 243,804 (accumulated amortization) (104,304) (60,528) 139,500 183,276 NOTE 23 : RELATED PARTY TRANSACTIONS Ultimate Parent Company The ultimate parent company is Maxwell Industrial Sales Pty Ltd, a company incorporated in Australia. Transactions with Related Parties -management fees 476,557 560,094 -dividends 100,000 70,000 -directors fees - - Management services are provided to the company by Maxwell Industrial Sales Pty Ltd, an entity which owns 100% of its share capital. There were no other transactions with related parties during the period. MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2000 2000 1999 A$ A$ NOTE 24 : CASH FLOW INFORMATION (a) Reconciliation Of Cash : For the purposes of the statement of cash flows, cash includes cash on hand and investments readily convertible to cash, net of outstanding bank overdrafts. Cash on hand 2,342 3,278 Cash at bank 132,826 202,973 135,168 206,251 (b) Reconciliation Of Cash Flows From Operations With Operating Profit or Loss After Income Tax : Operating Profit/(Loss) After Income Tax 249,118 192,852 Add / (Less) : Non-Cash Flows In Operating Result Depreciation 170,433 195,920 Profit on sale of non-current assets (13,938) (27,082) Increase / (Decrease) in employee provisions 27,200 18,500 Increase / (Decrease) in other provisions 60,915 (78,355) Add / (Less) : Changes In Assets And Liabilities: Decrease/ (Increase) in receivables (668,769) 300,071 Decrease/ (Increase) in prepayments (3,595) 32,767 Decrease/ (Increase) in inventories 106,188 47,443 Decrease/ (Increase) in deferred taxes payable(22,157) 28,126 Increase in income taxes payable 91,304 (35,272) Increase / (Decrease) in accounts payable 211,029 (56,491) Cash Flows From Operations 207,728 618,479 (c) Non-cash Financing and Investing Activities There were no non-cash financing and investing activities of a material nature. (d) Credit Stand-by Arrangements and Loan Facilities The company has a bank overdraft facility amounting to $200,000 (1999 $200,000). The facility was unused at 30th June 2000 and 1999. MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30TH JUNE 2000. NOTE 25: FINANCIAL INSTRUMENTS (a) Interest Rate Risk The entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows : 30th June, 2000 Effective Floating Fixed Interest rate Maturing Interest Interest Within1 To 5 Over 5Non-Int. Rate Rate 1 Year Years Years Bearing Total % $ $ $ $ $ $ FINANCIAL ASSETS Cash 4.8 132,826 - - - 2,342 135,168 Receivables - - - - 1,486,097 1,486,097 TOTAL FINANCIAL ASSETS 132,826 - - - 1,488,439 1 ,621,265 FINANCIAL LIABILITIES Accounts Payable - - - - 547,654 547,654 Lease liabilities 7.8 - 65,181 42,271- - 107,452 Borrowings:Related parties - - - - 100,000 100,000 TOTAL FINANCIAL LIABILITIES 65,18142,271 - 647,654 755,106 NET FINANCIAL ASSETS 866,159 30th June, 1999 Effective Floating Fixed Interest rate Maturing Interest Interest Within1 To 5 Over 5Non-Int. Rate Rate 1 Year Years Years Bearing Total % $ $ $ $ $ $ FINANCIAL ASSETS Cash 4.5 202,973 - - - 3,278 2 06,251 Receivables - - - - 817,328 817,328 TOTAL FINANCIAL ASSETS 202,973 - - - 820,606 1,023,579 FINANCIAL LIABILITIES Accounts Payable - - - - 305,710 305,710 Lease liabilities7.8 - 60,344 107,452 - - 167,796 Borrowings : Related parties - - - - - 220,000 220,000 TOTAL FINANCIAL LIABILITIES - 60,344107,452- 525,710 693,506 NET FINANCIAL ASSETS 330,073 MACK VALVES PTY LTD A.C.N. 004 274 499 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30TH JUNE 2000. NOTE 25: FINANCIAL INSTRUMENTS (Continued) (b) Net fair value of financial assets and liabilities The net fair value of cash and cash equivalent and non-interest bearing monetary financial assets and financial liabilities approximates their carrying value. The net fair value of other monetary financial assets and financial liabilities is based upon market prices where a market exists, or by discounting the expected future cash flows for other assets. (c) Reconciliation of net financial assets to net assets 2000 1999 A$ A$ Net financial assets per above 866,159 330,073 Non-financial assets and liabilities Inventories 1,625,548 1,731,736 Property, plant & equipment 1,707,392 1,865,421 Future income tax benefit 281,432 259,274 Provisions (673,255) (524,751) Prepayments 9,424 15,829 Net assets per balance sheet 3,826,700 3,677,582 EXHIBIT 99.2 Proforma Financial Information On November 1, 2000, Goddard Industries, Inc. (Goddard) acquired substantially all of the net assets of Mack Valves Pty Ltd (Mack) of Melbourne, Australia in a transaction accounted for as a purchase. The provisional purchase price of $3,618,000 (A$6,921,000) was financed through approximately $3,668,000 of secured credit facilities furnished by Fleet National Bank and National Australia Bank Limited. In addition, contingent consideration up to $639,000 will be required if Mack achieves certain pre-established sales levels during the five-year period ending on September 30, 2005. The excess of the provisional purchase price over the fair value of the assets acquired plus the transactions costs (Goodwill) was approximately $2,794,000. The proforma exhibits are based upon the audited financial statements of Goddard as of, and for the year ended, September 30, 2000 and the audited financial statements of Mack as of, and for the year ended, June 30, 2000. Income Statement accounts were converted to US dollars using a weighted average exchange rate for the year ending June 30, 2000, of $.6319 per A$. Balance sheet accounts were converted using the June 30,2000 exchange rate of $.6025 per A$. The proforma exhibits include the following: 1) Consolidating proforma balance sheet as of September 30, 2000 that reflects: A. The proceeds of the secured bank financing, B. payment of deferred finance fees in connection with the secured bank financing, C. removal of the Mack assets that were not acquired, D. elimination of deferred tax assets related to assets and liabilities not acquired or assumed in the transaction, F. accrual of transaction costs, and G. recording payment to seller, recording assets at fair value, and recording related Goodwill. 2) Consolidating proforma statement of income that presents income (loss) from continuing operations for the year ended September 30, 2000 as if the above transactions took place on October 3, 1999. The proforma adjustments: A. record interest expense on the acquisition financing, B. record amortization of deferred finance fees, C. eliminate costs incurred by seller that will not be incurred by buyer, D. record new rent and consultancy fees, E. record amortization of Goodwill over 30 years, and F. adjust income tax provision. Goddard Industries, Inc and Subsidiaries Proforma Balance Sheet (in thousands) Goddard Industries, Proforma Inc. and Mack Valves Proforma Adjustments Subsidiaries PTY LTD Current assets: Cash $ 1,384 A $ 3,908 $ 1,631 $ 81 B (66) G (4,170) Accounts receivable 1,361 466 895 Inventory 3,025 2,046 979 Refundable income taxes 92 92 - - - Prepaid Items 59 47 12 Deferred income taxes 98 98 - - - Total current assets 6,019 (328) 4,380 1,967 Property and Equipment 5,285 C (906) 4,569 2,214 F (592) Accumulated depreciation (3,217)C 157 (3,217) (1,185) F 1,028 Property & Equipment, net 2,068 (313) 1,352 1,029 Other assets Deferred income taxes 176 D (67) 73 170 Deferred finance fees 73 B 73 - - - - Investments 250 - 250 - - - Deferred Charges 19 E (131) 150 - - - Goodwill 2,850 E 613 - - - - F (436) B (7) G 2,680 Total other assets 3,368 2,725 473 170 Total assets $ 11,455 $ 2,084 $ 6,205 $ 3,166 Current liabilities Current maturities of long-term debt $ 284 A $ 200 $ 45 $ 39 Accounts payable 480 150 330 Accrued expenses 1,006 E 482 229 295 Income taxes payable 84 - 84 Deferred compensation 71 71 - - - Due related companies 60 - 60 Total current liabilities 1,985 682 495 808 Long-term debt Deferred compensation 473 - 446 27 Line of credit 1,100 A 1,100 - - - - Notes payable 2,633 A 2,608 - 25 Total long-term debt 4,206 3,708 446 52 G (1,490) D (67) Shareholders' Equity 5,264 C (749) 5,264 2,306 Total liabilities and shareholders' equity $ 11,455 $ 2,084 $ 6,205 $ 3,166 A Record Bank borrowings B Payment of deferred finance fees C Remove building not transferred D To eliminate deferred income tax asset related to assets and liabilities not transferred E To accrue closing costs and related goodwill F Adjust property and equipment to fair value G Record payment to seller and related additional goodwill Goddard Industries, Inc and Subsidiaries Proforma Statement of Income (in thousands) Goddard Industries. Proforma Inc. and Mack Valves Proforma Adjustments Subsidiaries PTY LTD Sales $ 8,220 $ $ 3,813 $ 4,407 Cost of sales 4,963 D 57 2,344 2,562 Gross profit 3,257 (57) 1,469 1,845 Selling & Administrative Expenses 2,793 C (314) 1,355 1,638 D 114 Operating income 464 143 114 207 Other income (expense) Interest expense (427)A (367) (47) - - - B (13) - - - - Amortization of Goodwill (95)E (95) - - - - Other 272 - 235 37 Total other income (expense)(250) (475) 188 37 Income before taxes 214 (332) 302 244 Income taxes 72 F (130) 115 87 Net income $ 142 $ (202) $ 187 $ 157 Earnings per share: Basic $ 0.07 Diluted $ 0.07 Weighted average number of shares Basic 2,133,709 Diluted 2,167,501 A Record interest expense on acquisition financing B Record amortization of Deferred finance fees C Eliminate costs incurred by seller not to be incurred by buyer D Record new rent and consulting fee E Record amortization of Goodwill over 30 years F Adjust income tax provision